Justia Contracts Opinion Summaries

In this contract dispute between the parties, the district court granted summary judgment for GC Services, concluding that Addendum A unambiguously provided that the 2014 Agreement was not a “renewal” of the 2011 Agreement. Here, the term “renewals” was defined in Addendum A. Addendum A - drafted by Gateway - provided that the period in which Gateway would be entitled to receive commissions would be defined in the future “awarded contract,” a contract to which Gateway would not be a party. The court found that this may not have been a wise provision, from Gateway’s perspective, but it is not ambiguous. Because the court agreed with the district court that the relevant contract provisions are not ambiguous, the court may not consider extrinsic evidence, nor does the doctrine of contra proferentum apply. Accordingly, the court affirmed the judgment. View "Gateway Customer Solutions v. GC Services L.P." on Justia Law

Following a jury verdict in favor of Lincoln, in this case involving a contract dispute between the parties, Firetrace appealed the denial of its motion for a new trial or remittitur under Federal Rule of Civil Procedure 59. The court concluded that Firetrace made its intent clear by filing its Amended Statement of Issues and Amended Designation of the Record on Appeal and that Lincoln will not be prejudiced. On the merits, the court concluded that the district court did not abuse its discretion when it denied Firetrace’s motion for a new trial because there was sufficient evidence for a reasonable jury to find that Firetrace’s limited repair or replace remedy failed of its essential purpose; the district court did not abuse its discretion in denying Firetrace’s motion for a new trial because it found there was sufficient evidence for a reasonable jury to conclude that Firetrace was on notice that Lincoln’s terms and conditions existed and that Lincoln intended those terms and conditions to be binding on Firetrace; the court rejected Firetrace's claim that it was entitled to a new trial based on several errors regarding jury instructions; and the district court did not err by declining to grant Firetrace's motion for a remittitur or new trial on damages. Accordingly, the court affirmed the judgment. View "Lincoln Composites, Inc. v. Firetrace USA, LLC" on Justia Law

Gosiger filed suit seeking damages for the diminished value of an aircraft that Elliott damaged. The district court granted summary judgment to Elliott. The court affirmed the district court's ruling that the contract did not allow diminution-in-value damages where Gosiger and Elliott never mutually agreed to modify the Specification Agreement to allow for diminution-in-value damages. View "Gosiger, Inc. v. Elliott Aviation, Inc." on Justia Law

FMS and Comco entered into a Management Agreement obligating Comco to broadly indemnify FMS as well as reimburse FMS for reasonable costs and expenses, including attorneys' fees. After Comco refused to indemnify FMS in the underlying lawsuit (the Brill litigation), FMS filed suit for reimbursement of attorneys' fees and other expenses. The court concluded that the district court correctly interpreted the indemnity provision as covering the Brill–FMS Litigation where the record does not support a finding that FMS committed any of the misconduct alleged by Brill. Even under a strict construction of the agreement, the court's decision in Harleysville Ins. Co. v. Physical Distribution Servs., Inc. forecloses Comco's argument where Harleysville held that a broad indemnity provision gave the indemnitor clear notice of an obligation to indemnify the indemnitee for future personal injury claims arising from the indemnitee's negligence. The court also concluded that the district court correctly limited FMS's recovery from Comco to the $87,350 FMS paid out of pocket. Accordingly, the court affirmed the judgment. View "Feed Mgmt. Sys., Inc. v. Comco Sys., Inc." on Justia Law

Bellingham filed a beach of contract claim against BancInsure after BancInsure denied coverage for loss that BancInsure claimed was not caused by employee-caused loss exclusions, exclusions for theft of confidential information,nor exclusions for mechanical breakdown or deterioration of a computer system. The district court granted summary judgment to Bellingham. The court concluded that no Minnesota case precludes application of the concurrent-causation doctrine to financial institution bonds. The court found that Minnesota courts would adhere to the general rule of treating financial institution bonds as insurance polices and interpreting those bonds in accordance with the principles of insurance law. Furthermore, the court rejected BancInsure’s argument that the Bond imposes a higher standard-of-proof than the concurrent-causation doctrine. Bellingham still had to show that its loss was directly caused by the fraudulent transfer, and the application of the concurrent-causation doctrine did not interfere with that requirement. The court also rejected BancInsure’s argument that the parties successfully drafted around the concurrent-causation doctrine in the Bond. As a matter of law, the Bond’s reference to “indirectly” is not a sufficient invocation of the “anti-concurrent causation” provision, and thus the Bond at issue in this matter does not contain such a provision. Finally, the court agreed with the district court's conclusion that the efficient and proximate cause of the loss was the illegal transfer of the money and not the employees' violations of policies and procedures. In this case, the overriding cause of the loss Bellingham suffered remains the criminal activity of a third party. Accordingly, the court affirmed the judgment. View "State Bank of Bellingham v. BancInsure, Inc." on Justia Law

32nd Street filed suit against the insurers for quantum meruit, unjust enrichment, and vexatious refusal to pay an insurance claim, as well as injunctive relief arising out of medical services provided to the insurers' insureds. The district court granted summary judgment for the insurers and denied 32nd Street's motion to compel discovery. The court concluded that the plain language of the provisions at issue support the district court's conclusion that, in the ancillary-provider agreement, 32nd Street agreed to accept the Blue Traditional rate for services rendered to insureds belonging to all of the insurers’ networks; the district court did not err by finding that the equitable claims were barred by the contracts governing the reimbursement rates paid by the insurers; the district court did not err in granting summary judgment to the insurers on the vexatious-refusal claim where 32nd Street fails to establish any genuine issue of material fact that the insurers refused to pay an amount due under an insurance policy; and the district court did not abuse its discretion by denying 32nd Street's motion to compel. Accordingly, the court affirmed the judgment. View "32nd St. Surgery Ctr. v. Right Choice Managed Care" on Justia Law

American Family filed suit seeking a declaratory judgment as to whether an umbrella insurance policy issued to Todd Patton provided any coverage for an automobile accident in which a passenger in a vehicle driven by Todd's son, Jacob Patton, was seriously injured. The district court granted summary judgment for American Family. The court concluded that the Pattons breached the umbrella policy's cooperation clause by entering into a Miller-Shugart agreement after already being protected from personal liability in the Drake-Ryan settlement, and that such breach was material and prejudicial. Accordingly, the court affirmed the judgment. View "American Family Mutual Ins. v. Donaldson" on Justia Law

Plaintiff filed suit against LP, alleging claims for fraudulent misrepresentation, unfair or deceptive practices, and breach of warranty against LP for the purported defectiveness of its TrimBoard product. The district court granted summary judgment to LP. In order for plaintiff to prevail on his fraudulent-misrepresentation claim under Iowa law, he must prove eight elements. At issue is the sixth element - justifiable reliance. In this case, plaintiff's builder's affidavit is insufficient to create a genuine issue of material fact as to whether the builder - a third party - received a communication from LP that he subsequently communicated to plaintiff and upon which plaintiff relied. Therefore, the district court did not err in rejecting defendant's fraudulent-misrepresentation claim. Likewise, plaintiff's unfair or deceptive practices claims fail. The court also concluded that the district court did not err in enforcing the terms of LP's limited warranty where the mere fact that the limited warranty does not compensate plaintiff for the entirety of his damages does not mean it has failed of its essential purpose, and where the limited warranty is neither procedurally nor substantively unconscionable. Accordingly, the court affirmed the district court's judgment. View "Brown v. Louisiana-Pacific Corp." on Justia Law

St. Jude filed suit against Jose B. de Castro and Biosense, alleging state law claims of breach of contract and tortious interference. The court concluded that the district court correctly concluded that the Minnesota choice-of-law provision in St. Jude's employment agreement with de Castro is valid because the parties acted in good faith and without the intent to evade the law; the district court correctly concluded that St. Jude's term-of-years employment agreement with de Castro is valid and enforceable under Minnesota law and that Biosense was liable for tortuously interfering with that agreement; the district court correctly concluded that St. Jude could recover damages for lost profits based on Biosense's tortious interference; and the district court correctly determined that there was sufficient evidence from which a reasonable jury could conclude that Biosense caused St. Jude to lose profits. Accordingly, the court affirmed the judgment. View "St. Jude Medical S.C., Inc. v. Biosense Webster, Inc." on Justia Law

Loftness filed suit against Terry Twiestmeyer, Steven Hood, and TAI, seeking a declaratory judgment involving contracts associated with the development, manufacture, and sale of grain-bagging equipment. Defendants asserted counterclaims against Loftness for breach of two contracts: an Override Agreement and a non-disclosure agreement (NDA). On remand, the district court granted Loftness's motion for summary judgment on the claim for breach of the NDA. The court concluded that there is a genuine issue of material fact regarding TAI’s claim that Loftness had breached the NDA by disclosing and using confidential information when it agreed to have Brandt Industries sell Loftness manufactured grain-bagging equipment. In this case, so long as Loftness continued to pay TAI, TAI reasonably may have considered Loftness’s use of TAI’s confidential information as part of the Brandt Industries relationship to be a non-competitive use. Accordingly, the court reversed and remanded. View "Loftness Specialized Farm v. Twiestmeyer" on Justia Law